I am creating a CD-ROM using yeast as a model system to contextualize the subject of cell biology (including biochemistry, genetics and molecular biology). A historical time-line illustrating important biological and chemical discoveries and a section tracing the yeast industry (from farms to sugar refineries to bakeries, breweries, wineries and distilleries) are included. I used MidasPlus Software to render an cohesive graphics library of polypeptide and nucleic acid images from the PDB database. I also generated a large library of metabolic intermediates in PDB format using LEAP (part of the AMBER molecular dynamics simulation software) and rendered the output in the same manner as the PDB database files. These components provide a visual key to biochemistry and regulation that will serve as a teaching aid, especially for those not predisposed to biology. All the graphics are keyed into information from the Brookhaven Data Bank and the Saccharomyces genome database which makes these and other resources more available to the average student . Over the past year, I have concentrated on the historical aspect by making and rendering molecular models that illustrate how our modern concepts of chemistry and crystallography arose. Experiments performed by the pneumatic chemists of the 1700's, ie. Black, Cavendish, Priestley, Lavoissier illustrated with today's MidasPlus graphic output not only place important concepts relating photosynthesis, respiration, combustion and fermentation in a tangible and intriguing setting they relate simple molecular models with the complicated models found in the PDB database. Demystification of the eye catching images produced by today's science is necessary to help students think critically. I also made an animation of the yeast life cycle that will serve as a background for the MidasPlus graphic output I generated along with detailed animation's of DNA replication, signal transduction, and oxidative phosphorylation.